**The Titan Corporation**

Deferred Compensation Plan

*Master Plan Document*

* *

 

 

**EffectiveJanuary 1, 2002**

**Copyright © 2001By Clark/Bardes Consulting - Compensation Resource Group,A division of Clark/Bardes, Inc.All Rights Reserved**

# **TABLEOF CONTENTS**

 
| **Purpose**        | **1**                                                                                                                                 |   |
|--------------------|---------------------------------------------------------------------------------------------------------------------------------------|--------|
|               |                                                                                                                                  |   |
| **ARTICLE 1** | **Definitions**                                                                                                                       |   |
|               |                                                                                                                                  |   |
| **ARTICLE 2** | **Selection, Enrollment,  Eligibility**                                                                                               |   |
|               |                                                                                                                                  |   |
| 2.1                | **Selection  by Committee**                                                                                                           |   |
| 2.2                | **Enrollment  Requirements**                                                                                                          |   |
| 2.3                | **Eligibility;  Commencement of Participation**                                                                                       |   |
| 2.4                | **Termination  of Participation and/or Deferrals**                                                                                    |   |
|               |                                                                                                                                  |   |
| **ARTICLE 3** | **Deferral  Commitments/Rollover Amount/Company Discretionary Contribution/Company  Matching/Company Profit Sharing/Crediting/Taxes** |   |
|               |                                                                                                                                  |   |
| 3.1                | **Minimum  Deferrals**                                                                                                                |   |
| 3.2                | **Maximum  Deferral**                                                                                                                 |   |
| 3.3                | **Election to  Defer; Effect of Election Form**                                                                                       |   |
| 3.4                | **Withholding of  Annual Deferral Amounts**                                                                                           |   |
| 3.5                | **Rollover Amount**                                                                                                                   |   |
| 3.6                | **Annual  Company Discretionary Contribution Amount**                                                                                 |   |
| 3.7                | **Annual Company Matching  Amount**                                                                                                   |   |
| 3.8                | **Annual Company  Profit Sharing Amount**                                                                                             |   |
| 3.9                | **Investment of Trust Assets**                                                                                                        |   |
| 3.10               | **Vesting**                                                                                                                           |   |
| 3.11               | **Crediting/Debiting  of Account Balances**                                                                                           |   |
| 3.12               | **FICA  and Other Taxes**                                                                                                             |   |
|               |                                                                                                                                  |   |
| **ARTICLE 4** | **Short-Term Payout;  Unforeseeable Financial Emergencies; Withdrawal Election**                                                      |   |
|               |                                                                                                                                  |   |
| 4.1                | **Short-Term  Payout**                                                                                                                |   |
| 4.2                | **Other  Benefits Take Precedence Over Short-Term**                                                                                   |   |
| 4.3                | **Withdrawal  Payout/Suspensions for Unforeseeable Financial Emergencies**                                                            |   |
| 4.4                | **Withdrawal  Election**                                                                                                              |   |
|               |                                                                                                                                  |   |
| **ARTICLE 5** | **Retirement Benefit**                                                                                                                |   |
|               |                                                                                                                                  |   |
| 5.1                | **Retirement  Benefit**                                                                                                               |   |
| 5.2                | **Payment of Retirement  Benefit**                                                                                                    |   |

 

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| 5.3                 | **Death  Prior to Completion of Retirement Benefit**  |   |
|---------------------|-------------------------------------------------------|--------|
|                |                                                  |   |
| **ARTICLE 6**  | **Pre-Retirement Survivor  Benefit**                  |   |
|                |                                                  |   |
| 6.1                 | **Pre-Retirement  Survivor Benefit**                  |   |
| 6.2                 | **Payment of  Pre-Retirement Survivor Benefit**       |   |
|                |                                                  |   |
| **ARTICLE 7**  | **Termination Benefit**                               |   |
|                |                                                  |   |
| 7.1                 | **Termination  Benefit**                              |   |
| 7.2                 | **Payment of Termination  Benefit**                   |   |
|                |                                                  |   |
| **ARTICLE 8**  | **Disability Waiver and  Benefit**                    |   |
|                |                                                  |   |
| 8.1                 | **Disability  Waiver**                                |   |
| 8.2                 | **Continued  Eligibility; Disability Benefit**        |   |
|                |                                                  |   |
| **ARTICLE 9**  | **Beneficiary Designation**                           |   |
|                |                                                  |   |
| 9.1                 | **Beneficiary**                                       |   |
| 9.2                 | **Beneficiary  Designation; Change; Spousal Consent** |   |
| 9.3                 | **Acknowledgement**                                   |   |
| 9.4                 | **No Beneficiary Designation**                        |   |
| 9.5                 | **Doubt  as to Beneficiary**                          |   |
| 9.6                 | **Discharge of Obligations**                          |   |
|                |                                                  |   |
| **ARTICLE 10** | **Leave of Absence**                                  |   |
|                |                                                  |   |
| 10.1                | **Paid  Leave of Absence**                            |   |
| 10.2                | **Unpaid  Leave of Absence**                          |   |
|                |                                                  |   |
| **ARTICLE 11** | **Termination, Amendment or  Modification**           |   |
|                |                                                  |   |
| 11.1                | **Termination**                                       |   |
| 11.2                | **Amendment**                                         |   |
| 11.3                | **Plan Agreement**                                    |   |
| 11.4                | **Effect of  Payment**                                |   |
|                |                                                  |   |
| **ARTICLE 12** | **Administration**                                    |   |
|                |                                                  |   |
| 12.1                | **Committee  Duties**                                 |   |
| 12.2                | **Administration  Upon Change In Control**            |   |
| 12.3                | **Agents**                                            |   |
| 12.4                | **Binding Effect of  Decisions**                      |   |
| 12.5                | **Indemnity  of Committee**                           |   |
| 12.6                | **Employer  Information**                             |   |

 

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| **ARTICLE 13** | **Other Benefits and  Agreements**                        |   |
|---------------------|-----------------------------------------------------------|--------|
|                |                                                      |   |
| 13.1                | **Coordination with  Other Benefits**                     |   |
|                |                                                      |   |
| **ARTICLE 14** | **Claims Procedures**                                     |   |
|                |                                                      |   |
| 14.1                | **Presentation  of Claim**                                |   |
| 14.2                | **Notification of Decision**                              |   |
| 14.3                | **Review  of a Denied Claim**                             |   |
| 14.4                | **Decision on  Review**                                   |   |
| 14.5                | **Legal Action**                                          |   |
|                |                                                      |   |
| **ARTICLE 15** | **Trust**                                                 |   |
|                |                                                      |   |
| 15.1                | **Establishment of the Trust**                            |   |
| 15.2                | **Interrelationship  of the Plan and the Trust**          |   |
| 15.3                | **Distributions From the  Trust**                         |   |
|                |                                                      |   |
| **ARTICLE 16** | **Miscellaneous**                                         |   |
|                |                                                      |   |
| 16.1                | **Status of Plan**                                        |   |
| 16.2                | **Unsecured General Creditor**                            |   |
| 16.3                | **Employer’s  Liability**                            |   |
| 16.4                | **Nonassignability**                                      |   |
| 16.5                | **Not a Contract of  Employment**                         |   |
| 16.6                | **Furnishing  Information**                               |   |
| 16.7                | **Terms**                                                 |   |
| 16.8                | **Captions**                                              |   |
| 16.9                | **Governing Law**                                         |   |
| 16.10               | **Notice**                                                |   |
| 16.11               | **Successors**                                            |   |
| 16.12               | **Spouse’s  Interest**                               |   |
| 16.13               | **Validity**                                              |   |
| 16.14               | **Incompetent**                                           |   |
| 16.15               | **Court Order**                                           |   |
| 16.16               | **Distribution in  the Event of Taxation**                |   |
| 16.17               | **Insurance**                                             |   |
| 16.18               | **Legal  Fees To Enforce Rights After Change in Control** |   |
|                |                                                      |   |
| **APPENDIX  A**     | **Measurement Funds**                                     |   |

 

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**THETITAN CORPORATION**

**DEFERREDCOMPENSATION PLAN**

Effective January 1, 2002

 

**Purpose**

 

The purpose of this Plan is to provide specifiedbenefits to a select group of management or highly compensated Employees whocontribute materially to the continued growth, development and future businesssuccess of The Titan Corporation, a Delaware corporation, and its subsidiaries,if any, that sponsor this Plan.  ThisPlan shall be unfunded for tax purposes and for purposes of Title I ofERISA.  This plan amends and supercedesin its entirety both the Predecessor Executives Plan and Predecessor KeyExecutives Plan (collectively and hereinafter, the “Predecessor Plans”) for anyand all participants in the Predecessor Plans who are actively employed by anyEmployer as of the effective date of this Plan; provided, however, that allother participants in the Predecessor Plans will continue to be participants insuch Predecessor Plans and will have no rights under this Plan.  Any and all balances accrued by suchactively employed participants under the Predecessor Plans shall be subject tothe terms and conditions of this Plan and shall be referred to as the “RolloverAmount.”

**ARTICLE1Definitions**

For the purposes of this Plan, unless otherwise clearly apparent fromthe context, the following phrases or terms shall have the following indicatedmeanings:

1.1                                 “Account Balance” shall mean, withrespect to a Participant, a credit on the records of the Employer equal to thesum of (i) the Deferral Account balance, (ii) the Company DiscretionaryContribution Account balance, (iii) the Company Matching Account balance,and (iv) the Company Profit Sharing Account balance.  The Account Balance, and each other specified account balance,shall be a bookkeeping entry only and shall be utilized solely as a device forthe measurement and determination of the amounts to be paid to a Participant,or his or her designated Beneficiary, pursuant to this Plan.

1.2                                 “Annual Bonus” shall mean anycompensation, in addition to Base Annual Salary relating to services performedduring any calendar year, whether or not paid in such calendar year or includedon the Federal Income Tax Form W–2 for such calendar year, payable to aParticipant as an Employee under any Employer’s annual bonus and cash incentiveplans, excluding stock options.

1.3                                 “Annual Company DiscretionaryContribution Amount” shall mean, for any one Plan Year, the amount determinedin accordance with Section 3.5.

1.4                                 “Annual Company Matching Amount” for anyone Plan Year shall be the amount determined in accordance with Section 3.7.

1.5                                 “Annual Company Profit Sharing Amount”for any one Plan Year shall be the amount determined in accordance with Section3.8.

 

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1.6                                 “Annual Deferral Amount” shall mean thatportion of a Participant’s Base Annual Salary and Annual Bonus that aParticipant elects to have and is deferred in accordance with Article 3for any one Plan Year.  In the event ofa Participant’s Retirement, Disability (if deferrals cease in accordance withSection 8.1), death or a Termination of Employment prior to the end of a PlanYear, such year’s Annual Deferral Amount shall be the actual amount withheldprior to such event.

1.7                                 “Annual Installment Method” shall be anannual installment payment over the number of years selected by the Participantin accordance with this Plan, calculated as follows: the vested Account Balanceof the Participant shall be calculated as of the close of business on the lastbusiness day of the year.  The annualinstallment shall be calculated by multiplying this balance by a fraction, thenumerator of which is one and the denominator of which is the remaining numberof annual payments due the Participant. By way of example, if the Participant elects a ten (10) year AnnualInstallment Method, the first payment shall be 1/10 of the vested AccountBalance, calculated as described in this definition.  The following year, the payment shall be 1/9 of the vestedAccount Balance, calculated as described in this definition.  Each annual installment shall be paid nolater than sixty (60) days after the last business day of the applicable year.

1.8                                 “Base Annual Salary” shall mean theannual cash compensation relating to services performed during any calendaryear, whether or not paid in such calendar year or included on the FederalIncome Tax Form W–2 for such calendar year, excluding bonuses,commissions, overtime, fringe benefits, stock options, relocation expenses,incentive payments, non-monetary awards, directors fees and other fees, andautomobile and other allowances paid to a Participant for employment servicesrendered (whether or not such allowances are included in the Employee’s gross income).Base Annual Salary shall be calculated before reduction for compensationvoluntarily deferred or contributed by the Participant pursuant to allqualified or non–qualified plans of any Employer and shall be calculatedto include amounts not otherwise included in the Participant’s gross incomeunder Code Sections 125, 402(e)(3), 402(h), or 403(b) pursuant to plansestablished by any Employer; provided, however, that all such amounts will beincluded in compensation only to the extent that had there been no such plan,the amount would have been payable in cash to the Employee.

1.9                                 “Beneficiary” shall mean one or morepersons, trusts, estates or other entities, designated in accordance withArticle 9, that are entitled to receive benefits under this Plan upon thedeath of a Participant.

1.10                           “Beneficiary Designation Form” shall meanthe form established from time to time by the Committee that a Participantcompletes, signs and returns to the Committee to designate one or moreBeneficiaries.

1.11                           “Board” shall mean the board of directorsof the Company.

1.12                           “Change in Control” shall mean:

(a)                                  Any “person” (as such term is used inSections 13(d) and 14(d) of the Exchange Act) becomes the beneficial owner (asdefined in Rule 13d-3 under the Exchange Act), directly or indirectly, ofsecurities of the Company representing more than 25% of the combined

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voting power ofthe Company’s then outstanding securities entitled to then vote generally inthe election of directors of the Company, other than as a result of (A) anacquisition directly from the Company, (B) an acquisition by the Company, (C)an acquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or a Successor Entity (as defined below), or anacquisition by any entity pursuant to a transaction which is expressly excludedunder paragraph (c) below;

(b)                                 During any period not longer than twoconsecutive years, individuals who at the beginning of such period constituted theBoard cease to constitute at least a majority thereof, unless the election, orthe nomination for election by the Company’s stockholders, of each new Boardmember was approved by a vote of at least two-thirds of the Board members thenstill in office who were Board members at the beginning of such period(including for these purposes, new members whose election or nomination was soapproved), but excluding, for this purpose, any such individual whose initialassumption of office occurs as a result of an actual or threatened electioncontest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a personother than the Board; or

(c)                                  A merger, consolidation, or other reorganizationof the Company, with or into, or the sale of all or substantially all of theCompany’s business and/or assets as an entirety to, one or more entities thatare not subsidiaries or other affiliates (a “Business Combination”), unless(A) as a result of the Business Combination at least 50% of the outstandingsecurities voting generally in the election of directors of the surviving orresulting entity or a parent thereof (the “Successor Entity”) immediately after the reorganization are, orwill be, owned, directly or indirectly, by stockholders of the Companyimmediately before the Business Combination; and (B) at least 50% of themembers of the board of directors of the entity resulting from the BusinessCombination were members of the Board at the time of the execution of theinitial agreement or of the action of the Board approving the BusinessCombination.  The stockholders beforeand after the Business Combination shall be determined on the presumptionrecord owners of securities of the Company hold no securities of the otherparties to such reorganization.

1.13                           “Claimant” shall have the meaning setforth in Section 14.1.

1.14                           “Code” shall mean the Internal RevenueCode of 1986, as it may be amended from time to time.

1.15                           “Committee” shall mean the committeedescribed in Article 12.

1.16                           “Company” shall mean The TitanCorporation, a Delaware corporation, and any successor to all or substantiallyall of the Company’s assets or business.

1.17                           “Company Discretionary ContributionAccount” shall mean (i) the sum of the Participant’s Annual CompanyDiscretionary Contribution Amounts, (ii) adjusted in accordance with all theapplicable crediting and debiting provisions of this Plan that relate to theParticipant’s Company Discretionary Contribution Account, less (iii) alldistributions made to the Participant or his or her Beneficiary pursuant tothis Plan that relate to the Participant’s Company Discretionary ContributionAccount.

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1.18                           “Company Matching Account” shall mean (i)that portion of a Participant’s Rollover Amount which is represented by theParticipant’s aggregate matching contributions described in Section 3.5 of thePredecessor Executives Plan and in Section 3.4 of the Predecessor Key ExecutivesPlan, as well as any appreciation (or depreciation) specifically attributableto such matching contributions accumulated under the Predecessor Plans, and(ii) the sum of all of a Participant’s Annual Company Matching Amounts, (iii)adjusted in accordance with all the applicable crediting and debitingprovisions of this Plan that relate to the Participant’s Company MatchingAccount, less (iv) all distributions made to the Participant or his or herBeneficiary pursuant to this Plan that relate to the Participant’s CompanyMatching Account.

1.19                           “Company Profit Sharing Account” shallmean (i) the sum of all of a Participant’s Annual Company Profit SharingAmounts, (ii) adjusted in accordance with all the applicable crediting anddebiting provisions of this Plan that relate to the Participant’s CompanyProfit Sharing Account, less (iii) all distributions made to the Participant orhis or her Beneficiary pursuant to this Plan that relate to the Participant’sCompany Profit Sharing Account.

1.20                           “Deduction Limitation” shall mean thefollowing described limitation on a benefit that may otherwise be distributablepursuant to the provisions of this Plan. Except as otherwise provided, this limitation shall be applied to alldistributions that are “subject to the Deduction Limitation” under thisPlan.  If an Employer determines in goodfaith prior to a Change in Control that there is a reasonable likelihood thatany compensation paid to a Participant for a taxable year of the Employer wouldnot be deductible by the Employer solely by reason of the limitation under CodeSection 162(m), then to the extent deemed necessary by the Employer to ensurethat the entire amount of any distribution to the Participant pursuant to thisPlan prior to the Change in Control is deductible, the Employer may defer allor any portion of a distribution under this Plan.  Any amounts deferred pursuant to this limitation shall continueto be credited/debited with additional amounts in accordance with Section 3.11below, even if such amount is being paid out in installments.  The amounts so deferred and amounts creditedthereon shall be distributed to the Participant or his or her Beneficiary (inthe event of the Participant’s death) at the earliest possible date, asdetermined by the Employer in good faith, on which the deductibility ofcompensation paid or payable to the Participant for the taxable year of theEmployer during which the distribution is made will not be limited by Section162(m), or if earlier, the effective date of a Change in Control.  Notwithstanding anything to the contrary inthis Plan, the Deduction Limitation shall not apply to any distributions madeafter a Change in Control.

1.21                           “Deferral Account” shall mean (i) thatportion of a Participant’s Rollover Amount which is represented by theParticipant’s aggregate deferral contributions described in Section 3.4 of thePredecessor Executives Plan and in Section 3.3 of the Predecessor KeyExecutives Plan, as well as any appreciation (or depreciation) specificallyattributable to such deferral contributions accumulated under the PredecessorPlans, and (ii) the sum of all of a Participant’s Annual Deferral Amounts,(iii) adjusted in accordance with all the applicable crediting and debitingprovisions of this Plan that relate to the Participant’s Deferral Account, less(iv) all distributions made to the Participant or his or her Beneficiarypursuant to this Plan that relate to his or her Deferral Account.

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1.22                           “Disability” shall mean a period ofdisability during which a Participant qualifies for permanent disabilitybenefits under the Participant’s Employer’s long-term disability plan, or, if aParticipant does not participate in such a plan, a period of disability duringwhich the Participant would have qualified for permanent disability benefitsunder such a plan had the Participant been a participant in such a plan, asdetermined in the sole discretion of the Committee.  If the Participant’s Employer does not sponsor such a plan, ordiscontinues to sponsor such a plan, Disability shall be determined by theCommittee in its sole discretion.

1.23                           “Disability Benefit” shall mean thebenefit set forth in Article 8.

1.24                           “Election Form” shall mean the formestablished from time to time by the Committee that a Participant completes,signs and returns to the Committee to make an election under the Plan.

1.25                           “Employee” shall mean a person who is anemployee of any Employer.

1.26                           “Employer(s)” shall mean the Companyand/or any of its subsidiaries (now in existence or hereafter formed oracquired) that have been selected by the Board to participate in the Plan andhave adopted the Plan as a sponsor.

1.27                           “ERISA” shall mean the EmployeeRetirement Income Security Act of 1974, as it may be amended from time to time.

1.28                           “Participant” shall mean any Employee(i) who is selected to participate in the Plan, (ii) who elects toparticipate in the Plan, (iii) who signs a Plan Agreement, an ElectionForm and a Beneficiary Designation Form, (iv) whose signed Plan Agreement,Election Form and Beneficiary Designation Form are accepted by the Committee,(v) who commences participation in the Plan, and (vi) whose Plan Agreementhas not terminated.  A spouse or formerspouse of a Participant shall not be treated as a Participant in the Plan orhave an account balance under the Plan, even if he or she has an interest inthe Participant’s benefits under the Plan as a result of applicable law orproperty settlements resulting from legal separation or divorce.

1.29                           “Plan” shall mean the Company’s DeferredCompensation Plan, which shall be evidenced by this instrument and by each PlanAgreement, as they may be amended from time to time.

1.30                           “Plan Agreement” shall mean a writtenagreement, as may be amended from time to time, which is entered into by andbetween an Employer and a Participant. Each Plan Agree­ment executed by a Participant and the Participant’sEmployer shall provide for the entire benefit to which such Participant isentitled under the Plan; should there be more than one Plan Agreement, the PlanAgreement bearing the latest date of acceptance by the Employer shall supersedeall previous Plan Agreements in their entirety and shall govern suchentitlement.  The terms of any PlanAgreement may be different for any Participant, and any Plan Agreement mayprovide additional benefits not set forth in the Plan or limit the benefitsotherwise provided under the Plan; provided, however, that any such additionalbenefits or benefit limitations must be agreed to by both the Employer and theParticipant.

1.31                           “Plan Year” shall mean a period beginningon January 1 of each calendar year and continuing through December 31 of suchcalendar year.

1.32                           “Pre-Retirement Survivor Benefit” shallmean the benefit set forth in Article 6.

 

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1.33                           “Predecessor Executives Plan” shall meanthe Supplemental Retirement Plan for Executives dated September 1, 1990.

1.34                           “Predecessor Key Executives Plan” shallmean the Supplemental Retirement Plan for Key Executives dated March 1, 1990,as amended January 1, 1994.

1.35                           “Retirement”, “Retire(s)” or “Retired”shall mean, with respect to an Employee, severance from employment from allEmployers for any reason other than a leave of absence, death or Disability onor after any date on which the sum of the Participant’s age and Years ofService equals at least sixty-two (62).

1.36                           “Retirement Benefit” shall mean thebenefit set forth in Article 5.

1.37                           “Rollover Amount” shall mean the amountdetermined in accordance with Section 3.5.

1.38                           “Short-Term Payout” shall mean the payoutset forth in Section 4.1.

1.39                           “Termination Benefit” shall mean thebenefit set forth in Article 7.

1.40                           “Termination of Employment” shall meanthe severing of employment with all Employers, voluntarily or involun­tarily,for any reason other than Retirement, Disability, death or an authorized leaveof absence.

1.41                           “Treasury Rate” shall mean the effectiveyield on constant-maturity three-year U.S. Treasury Notes as of the close ofthe first business day of each month of October that precedes the Plananniversary date.

1.42                           “Trust” shall mean one or more trustsestablished pursuant to that certain Master Trust Agreement, dated as of                 , 200  between the Companyand the trustee named therein, as amended from time to time.

1.43                           “Unforeseeable Financial Emergency” shallmean an unanticipated emergency that is caused by an event beyond the controlof the Participant that would result in severe financial hardship to theParticipant resulting from (i) a sudden and unexpected illness or accidentof the Participant or a dependent of the Participant, (ii) a loss of theParticipant’s property due to casualty, or (iii) such other extraordinaryand unforeseeable circumstances arising as a result of events beyond thecontrol of the Participant, all as determined in the sole discretion of theCommittee.

1.44                           “Years of Plan Participation” shall mean(i) the total number of “plan years”, as that term is defined in the PredecessorPlan, a Participant was a “participant” in the Predecessor Plan; and (ii) thetotal number of full Plan Years a Participant has been a Participant in thePlan prior to his or her Termination of Employment (determined without regardto whether deferral elections have been made by the Participant for any PlanYear).  Any partial year ofparticipation in this Plan shall not be counted.  Notwithstanding the previous sentence, a Participant’s first PlanYear of participation shall be treated as a full Plan Year for purposes of thisdefinition, even if it is only a partial Plan Year of participation.

1.45                           “Years of Service” shall mean the totalnumber of full years in which a Participant has been employed by one or moreEmployers.  For purposes of this definition,a year of employment shall be a 365 day period (or 366 day period in the caseof a leap year) that, for the first year of employment, commences on theEmployee’s date of hiring and that, for any subsequent year,

 

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commences on ananniversary of that hiring date.  Anypartial year of employment shall not be counted.

**ARTICLE 2****Selection, Enrollment, Eligibility**

2.1                                 **Selection by Committee**. Participation in the Plan shall be limited to a select group of managementand highly compensated Employees of the Employers, as determined by theCommittee in its sole discretion.  Fromthat group, the Committee shall select, in its sole discretion, Employees toparticipate in the Plan.

2.2                                 **Enrollment Requirements**.  As acondition to participation, each selected Employee shall complete, execute andreturn to the Committee a Plan Agreement, an Election Form and a BeneficiaryDesignation Form, all within thirty (30) days after he or she is selected toparticipate in the Plan.  In addition,the Committee shall establish from time to time such other enrollmentrequirements as it determines in its sole discretion are necessary.

2.3                                 **Eligibility;Commencement of Participation**. Provided an Employee selected to participate in the Plan has met allenrollment requirements set forth in this Plan and required by the Committee,including returning all required documents to the Committee within thespecified time period, that Employee shall commence participation in the Planon the first day of the month following the month in which the Employeecompletes all enrollment requirements. If an Employee fails to meet all such requirements within the periodrequired, in accordance with Section 2.2, that Employee shall not be eligibleto participate in the Plan until the first day of the Plan Year following thedelivery to and acceptance by the Committee of the required documents.

2.4                                 **Termination ofParticipation and/or Deferrals**. If the Committee determines in good faith that a Participant no longerqualifies as a member of a select group of management or highly compensatedemployees, as membership in such group is determined in accordance withSections 201(2), 301(a)(3) and 401(a)(1) of ERISA, the Committee shallhave the right, in its sole discretion, to (i) terminate any deferralelection the Participant has made for the remainder of the Plan Year in whichthe Participant’s membership status changes, (ii) prevent the Participantfrom making future deferral elections and/or (iii) immediately distributethe Participant’s then vested Account Balance as a Termination Benefit andterminate the Participant’s participation in the Plan.

**ARTICLE 3****Deferral Commitments/Rollover Amount/Company DiscretionaryContribution/CompanyMatching/Company Profit Sharing/Crediting/Taxes**

3.1                                 **Minimum Deferrals**.

(a)                                  **Base Annual Salary and Annual Bonus**. For each Plan Year, a Participant may elect to defer, as his or herAnnual Deferral Amount, Base Annual Salary and/or Annual Bonus in the combinedminimum amount of $2,000.  If anelection is made for less than the combined minimum amount, or if no electionis made, the amount deferred shall be zero.

 

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(b)                                 **Short Plan Year**. Notwithstanding the foregoing, if a Participant first becomes aParticipant after the first day of a Plan Year, the minimum Base Annual Salarydeferral shall be an amount equal to the minimum set forth above, multiplied bya fraction, the numerator of which is the number of complete months remainingin the Plan Year and the denominator of which is 12.

3.2                                 **Maximum Deferral****.**

(a)                                  **Base Annual Salary and Annual Bonus**. For each Plan Year, a Participant may elect to defer, as his or herAnnual Deferral Amount, Base Annual Salary and/or Annual Bonus up to thefollowing maximum percentages for each deferral elected:

| **Deferral**       |   | **Maximum Amount** |   |
|--------------------|--------|--------------------|--------|
| Base Annual Salary |   | 75%                |   |
| Annual Bonus       |   | 100%               |   |

(b)                                 **Short Plan Year**. Notwithstanding the foregoing, if a Participant first becomes aParticipant after the first day of a Plan Year, the maximum Annual DeferralAmount with respect to Base Annual Salary and Annual Bonus shall be limited tothe amount of compensation not yet earned by the Participant as of the date theParticipant submits a Plan Agreement and Election Form to the Committee foracceptance.

3.3                                 **Election to Defer;Effect of Election Form**.

(a)                                  **First Plan Year**.  Inconnection with a Participant’s commence­ment of participa­tion in the Plan,the Participant shall make an irrevocable deferral election for the Plan Yearin which the Participant commences participation in the Plan, along with suchother elections as the Committee deems necessary or desirable under thePlan.  For these elections to be valid,the Election Form must be completed and signed by the Participant, timelydelivered to the Committee (in accordance with Section 2.2 above) and acceptedby the Committee.

(b)                                 **Subsequent Plan Years**. For each succeeding Plan Year, an irrevocable deferral election for thatPlan Year, and such other elections as the Committee deems necessary ordesirable under the Plan, shall be made by timely delivering to the Committee,in accordance with its rules and procedures, before the end of the Plan Yearpreceding the Plan Year for which the election is made, a new Election Form. Ifno such Election Form is timely delivered for a Plan Year, the Annual DeferralAmount shall be zero for that Plan Year.

3.4                                 **Withholding of Annual DeferralAmounts**. For each Plan Year, the Base Annual Salary portion of the AnnualDeferral Amount shall be withheld from each regularly scheduled Base AnnualSalary payroll in equal amounts, as adjusted from time to time for increasesand decreases in Base Annual Salary. The Annual Bonus portion of the Annual Deferral Amount shall be withheldat the time the Annual Bonus is or otherwise would be paid to the Participant,whether or not this occurs during the Plan Year itself.

 

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3.5                                 **Rollover Amount**. With respect to Participants who participated in one or both of thePredecessor Plans and who are active Employees as of the effective date of thisPlan, an amount equal to their “Account Balance” as set forth in suchPredecessor Plans, valued as of the effective date of this Plan, shall be theRollover Amount.  The Rollover Amountshall be comprised of elected deferrals and company matching contributionsaccumulated under the Predecessor Plans, and shall retain their character aselected deferrals and company matching contributions under this Plan.  Such Rollover Amount shall be credited tothe Participant’s Deferral Account and/or Company Matching Account, asapplicable, under this Plan on the effective date of this Plan and shall besubject to the terms and conditions of this Plan.  Any Participant with a Rollover Amount shall have no right todemand distribution of such amounts other than as specifically provided forherein.

3.6                                 **Annual CompanyDiscretionary Contribution Amount**. For each Plan Year, an Employer, in its sole discretion, may, but is notrequired to, credit any amount it desires to any Participant’s CompanyDiscretionary Contribution Account under this Plan, which amount shall be forthat Participant the Annual Company Discretionary Contribution Amount for thatPlan Year.  The amount so credited to a Participantmay be smaller or larger than the amount credited to any other Participant, andthe amount credited to any Participant for a Plan Year may be zero, even thoughone or more other Participants receive an Annual Company DiscretionaryContribution Amount for that Plan Year. The Annual Company Discretionary Contribution Amount, if any, shall becredited as of the last day of the Plan Year. If a Participant is not employed by an Employer as of the last day of aPlan Year other than by reason of his or her Retirement or death whileemployed, the Annual Company Discretionary Contribution Amount for that PlanYear shall be zero.

3.7                                 **Annual Company MatchingAmount**. For each Plan Year, an Employer, in its sole discretion, may, but is notrequired to, credit any amount it desires to any Participant’s Company MatchingAccount under this Plan, which amount shall be for that Participant the AnnualCompany Matching Amount for that Plan Year. The amount so credited to a Participant may be smaller or larger thanthe amount credited to any other Participant, and the amount credited to anyParticipant for a Plan Year may be zero, even though one or more otherParticipants receive an Annual Company Matching Amount for that Plan Year.  The Annual Company Matching Amount, if any,shall be credited on a date deemed appropriate by the Committee, in its solediscretion; provided, however, that if a Participant is not employed by an Employeras of the last day of a Plan Year other than by reason of his or her Retirementor death while employed, the Participant shall forfeit such amount, includingany investment gains or losses attributable to such amount, notwithstanding anyvesting the Participant may be entitled to in accordance with Section 3.10.

3.8                                 **Annual Company ProfitSharing Amount**. For each Plan Year, an Employer, in its sole discretion, may, but is notrequired to, credit any amount it desires to any Participant’s Company ProfitSharing Account under this Plan, which amount shall be for that Participant theAnnual Company Profit Sharing Amount for that Plan Year.  The amount so credited to a Participant maybe smaller or larger than the amount credited to any other Participant, and theamount credited to any Participant for a Plan Year may be zero, even though oneor more other Participants receive an Annual Company Profit Sharing Amount forthat Plan Year.  The Annual CompanyProfit Sharing Amount, if any, shall be credited as of the last day of the PlanYear.  If a

 

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Participant is notemployed by an Employer as of the last day of a Plan Year other than by reasonof his or her Retirement or death while employed, the Annual Company ProfitSharing Amount for that Plan Year shall be zero

3.9                                 **Investment of TrustAssets**. The Trustee of the Trust shall be authorized, upon written instructionsreceived from the Committee or investment manager appointed by the Committee,to invest and reinvest the assets of the Trust in accordance with theapplicable Trust Agreement, including the disposition of stock and reinvestmentof the proceeds in one or more investment vehicles designated by the Committee.

3.10                           **Vesting**.

(a)                                  A Participant shall at all times be 100%vested in his or her Deferral Account.

(b)                                 The Committee, in its sole discretion,will determine over what period of time and in what percentage increments aParticipant shall vest in his or her Company Discretionary Contribution Accountand Company Profit Sharing Account.  TheCommittee may credit some Participants with larger or smaller vestingpercentages than other Participants, and the vesting percentage credited to anyParticipant for a Plan Year may be zero, even though one or more otherParticipants have a greater vesting percentage credited to them for that PlanYear.

(c)                                  A Participant shall be vested in his orher Company Matching Account in accordance with the following schedule:
| **Years of Service**             |   | **Vested Percentage of   Company Matching Account** |   |
|----------------------------------|--------|----------------------------------------------------------|--------|
| Less than 2 years                |   | 0%                                                       |   |
| 2 years or more, but less than 3 |   | 25%                                                      |   |
| 3 years or more, but less than 4 |   | 50%                                                      |   |
| 4 years or more, but less than 5 |   | 75%                                                      |   |
| 5 years or more                  |   | 100%                                                     |   |

 

3.11                           **Crediting/Debiting ofAccount Balances**. In accordance with, and subject to, the rules and procedures that areestablished from time to time by the Committee, in its sole discretion, amountsshall be credited or debited to a Participant’s Account Balance in accordancewith the following rules:

(a)                                 **Election of Measurement Funds**. Subject to the restrictions found in Section 3.11 below, a Participant,in connection with his or her initial deferral election in accordance withSection 3.3(a) above, shall elect, on the Election Form, one or moreMeasurement Fund(s) (as described in Section 3.11(c) below) to be used todetermine the amounts to be credited or debited to his or her Account Balance.  Subject to the restrictions found in Section3.11 below, the Participant may (but is not required to) elect, by submittingan Election Form to the Committee that is accepted by the Committee, to add ordelete one or more Measurement Fund(s) to be used to determine the amounts tobe credited or debited to his

 

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or her AccountBalance, or to change the portion of his or her Account Balance allocated toeach previously or newly elected Measurement Fund.  If an election is made in accordance with the previous sentence,it shall apply as of the first business day of the following calendar quarter,and shall continue thereafter for each subsequent day in which the Participantparticipates in the Plan, unless changed in accordance with the previoussentence.

(b)                                 **Proportionate Allocation**. In making any election described in Section 3.11(a) above, theParticipant shall specify on the Election Form, in increments of fivepercentage points (5%), the percentage of his or her Account Balance to beallocated to a Measurement Fund (as if the Participant was making an investmentin that Measurement Fund with that portion of his or her Account Balance).

(c)                                  **Measurement Funds**.  Subject tothe restrictions found in Section 3.11 below, the Participant may elect one ormore of the measurement funds listed in Appendix A, based on certain mutualfunds (the “Measurement Funds”), for the purpose of crediting or debitingadditional amounts to his or her Account Balance.  As necessary, the Committee may, in its sole discretion,discontinue, substitute or add a Measurement Fund.  Each such action will take effect as of the first day of thecalendar quarter that follows by thirty (30) days the day on which theCommittee gives Participants advance written notice of such change.

(d)                                 **Restricted Fixed Rate Fund**. Participants who did not participate in either of the Predecessor Plansmay not allocate any portion of their Account Balance into the Restricted FixedRate Fund.  Participants who didparticipate in one or both of the Predecessor Plans may allocate their initialRollover Amount as well as any Annual Deferral Amount, Annual CompanyDiscretionary Contribution Amount, Annual Company Matching Amount and AnnualCompany Profit Sharing Amount directly into the Restricted Fixed RateFund.  Such participants maysubsequently elect to transfer amounts from the Restricted Fixed Rate Fund intoanother Measurement Fund; provided, however, that any portion of the AccountBalance allocated from the Restricted Fixed Rate Fund to any other MeasurementFund(s) cannot be reallocated back into the Restricted Fixed Rate Fund.  Prior to the beginning of any Plan Year, theParticipant may submit an Election Form to reallocate the balance of theRestricted Fixed Rate Fund, measured as of the beginning of the Plan Year inwhich the reallocation occurs, to another Measurement Fund(s).  Any such reallocation shall apply as of thefirst business day deemed reasonably practicable by the Committee, in its solediscretion, of the subsequent Plan Year. No other portion of the Participant’s Account Balance can be eitherinitially allocated or re-allocated to the Restricted Fixed Rate Fund, atanytime.

(e)                                  **Crediting or Debiting Method**. The performance of each elected Measurement Fund (either positive ornegative) will be determined by the Committee, in its reasonable discretion,based on the performance of the Measurement Funds themselves.  A Participant’s Account Balance shall becredited or debited on a daily basis based on the performance of eachMeasurement Fund selected by the Participant, such performance beingdetermined by the Committee in its sole discretion.

 

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(f)                                    **No Actual Investment**. Notwithstanding any other provision of this Plan that may be interpretedto the contrary, the Measurement Funds are to be used for measurement purposesonly, and a Participant’s election of any such Measurement Fund, the allocationto his or her Account Balance thereto, the calculation of additional amountsand the crediting or debiting of such amounts to a Participant’s AccountBalance shallnot be considered or construed in any manner as anactual investment of his or her Account Balance in any such MeasurementFund.  In the event that the Company orthe Trustee (as that term is defined in the Trust), in its own discretion,decides to invest funds in any or all of the Measurement Funds, no Participantshall have any rights in or to such investments themselves.  Without limiting the foregoing, aParticipant’s Account Balance shall at all times be a bookkeeping entry onlyand shall not represent any investment made on his or her behalf by the Companyor the Trust; the Participant shall at all times remain an unsecured creditor ofthe Company.

3.12                           **FICA and Other Taxes**.

(a)                                  **Annual Deferral Amounts**. For each Plan Year in which an Annual Deferral Amount is being withheldfrom a Participant, the Participant’s Employer(s) shall withhold from thatportion of the Participant’s Base Annual Salary and Annual Bonus that is notbeing deferred, in a manner determined by the Employer(s), the Participant’sshare of FICA and other employment taxes on such Annual Deferral Amount.  If necessary, the Committee may reduce theAnnual Deferral Amount in order to comply with this Section 3.12.

(b)                                 **Company Matching Account, Company DiscretionaryContribution Account and Company Profit Sharing Account**. When a participant becomes vested in a portion of his or her CompanyMatching Account, Company Discretionary Contribution Account or Company ProfitSharing Account, the Participant’s Employer(s) shall withhold from theParticipant’s Base Annual Salary and/or Annual Bonus that is not deferred, in amanner determined by the Employer(s), the Participant’s share of FICA and otheremployment taxes.  If necessary, theCommittee may reduce the vested portion of the Participant’s Company MatchingAccount, Company Discretionary Contribution Amount or Company Profit SharingAccount, as applicable, in order to comply with this Section 3.12.

(c)                                  **Distributions**.  TheParticipant’s Employer(s), or the trustee of the Trust, shall withhold from anypayments made to a Participant under this Plan all federal, state and localincome, employment and other taxes required to be withheld by the Employer(s),or the trustee of the Trust, in connection with such payments, in amounts andin a manner to be determined in the sole discretion of the Employer(s) and thetrustee of the Trust.

**ARTICLE 4****Short-Term Payout; Unforeseeable Financial Emergencies;Withdrawal Election**

4.1                                 **Short-Term Payout**. In connection with each election to defer an Annual Deferral Amount, aParticipant may irrevocably elect to receive a future “Short-Term Payout” fromthe Plan with respect to all or a portion of such Annual Deferral Amount.  Subject to the Deduction Limitation,

 

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the Short-Term Payoutshall be a lump sum payment in an amount that is equal to the portion of theAnnual Deferral Amount the Participant elected to have distributed as aShort-Term Payout plus amounts credited or debited in the manner provided inSection 3.11 above on that amount, determined at the time that the Short–TermPayout becomes payable.  Subject to theDeduction Limitation and the other terms and conditions of this Plan, eachShort–Term Payout elected shall be paid out during a sixty (60) dayperiod commencing immediately after the last day of any Plan Year designated bythe Participant that is at least three Plan Years after the Plan Year in whichthe Annual Deferral Amount is actually deferred.  By way of example, if a three year Short–Term Payout iselected for Annual Deferral Amounts that are deferred in the Plan Yearcommencing January 1, 2002, the three year Short–Term Payout wouldbecome payable during a sixty (60) day period commencing January 1,2006.  In addition, subject to the termsand conditions of this Section 4.1, Section 4.2 and all other provisions ofthis Plan, any similar elections made pursuant to the terms of the PredecessorPlans shall be deemed to remain in effect under this Plan.  The distribution date selected by aParticipant in connection with such election(s) under the Predecessor Plansshall remain binding on the parties. The Committee shall, in its discretion, determine how any amountsdeferred under the Predecessor Plans shall be treated pursuant to the languageof Article 4 and the Plan.

4.2                                 **Other Benefits TakePrecedence Over Short–Term**. Should an event occur that triggers a benefit under Article 5, 6, 7 or8, any Annual Deferral Amount, plus amounts credited or debited thereon, thatis subject to a Short–Term Payout election under Section 4.1 shall not bepaid in accordance with Section 4.1 but shall be paid in accordance with theother applicable Article.

4.3                                 **WithdrawalPayout/Suspensions for Unforeseeable Financial Emergencies**. If the Partici­pantexperiences an Unforeseeable Financial Emergency, the Participant may petitionthe Committee to (i) suspend any deferrals required to be made by aParticipant and/or (ii) receive a partial or full payout from thePlan.  The payout shall not exceed thelesser of the Participant’s vested Account Balance, calculated as if suchParticipant were receiving a Termination Benefit, or the amount reasonablyneeded to satisfy the Unforeseeable Financial Emergency.  If, subject to the sole discretion of theCommit­tee, the petition for a suspension and/or payout is approved, suspensionshall take effect upon the date of approval and any payout shall be made withinsixty (60) days of the date of approval. The payment of any amount under this Section 4.3 shall not besubject to the Deduction Limitation.

4.4                                 **Withdrawal Election**. A Participant (or, after a Participant’s death, his or her Beneficiary)may elect, at any time, to withdraw all or a portion of his or her vestedAccount Balance, calculated as if there had occurred a Termination ofEmployment as of the day of the election, less a withdrawal penalty equal to10% of such amount (the net amount shall be referred to as the “WithdrawalAmount”).  This election can be made atany time, before or after Retirement, Disability, death or Termination ofEmployment, and whether or not the Participant (or Beneficiary) is in theprocess of being paid pursuant to an installment payment schedule.  The Participant (or his or her Beneficiary)shall make this election by giving the Committee advance written notice of theelection in a form determined from time to time by the Committee.  The Participant (or his or her Beneficiary)shall be paid the Withdrawal Amount within sixty (60) days of his or herelection.  Once the Withdrawal Amount ispaid, the Participant’s participation in the Plan shall be suspended for theremainder of the Plan Year in which the

 

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election is made and forthe following Plan Year.  The payment ofthis Withdrawal Amount shall not be subject to the Deduction Limitation.

**ARTICLE 5****Retirement Benefit**

5.1                                 **Retirement Benefit**.  Subject to the Deduction Limitation, aParticipant who Retires shall receive, as a Retirement Benefit, his or hervested Account Balance.

5.2                                 **Payment of RetirementBenefit**. A Participant, in connection with his or her commencement ofparticipation in the Plan, shall elect on an Election Form to receive theRetirement Benefit in a lump sum or pursuant to an Annual Installment Method of2, 5, 10 or 15 years.  The Participantmay annually change his or her election to an allowable alternative payoutperiod by submitting a new Election Form to the Committee, provided that anysuch Election Form is submitted at least 13 months prior to the Participant’sRetirement and is accepted by the Committee in its sole discretion.  The Election Form most recently accepted bythe Committee shall govern the payout of the Retire­ment Benefit.  If a Participant does not make any electionwith respect to the payment of the Retirement Benefit, then such benefit shallbe payable in a lump sum.  The lump sumpayment shall be made, or installment payments shall commence, no later thansixty (60) days after the last day of the Plan Year in which theParticipant Retires.  Any payment madeshall be subject to the Deduction Limitation.

5.3                                 **Death Prior toCompletion of Retirement Benefit**. If a Participant dies after Retirement but before the Retire­mentBenefit is paid in full, the Participant’s unpaid Retirement Benefit paymentsshall continue and shall be paid to the Participant’s Beneficiary over theremaining number of years and in the same amounts as that benefit would havebeen paid to the Participant had the Participant survived.

**ARTICLE 6****Pre-Retirement Survivor Benefit**

6.1                                 **Pre-Retirement SurvivorBenefit**. The Participant’s Beneficiary shall receive a Pre-Retirement SurvivorBenefit equal to the Participant’s vested Account Balance if the Participantdies before he or she Retires, experiences a Termination of Employ­ment orsuffers a Disability.

6.2                                 **Payment of Pre-RetirementSurvivor Benefit**. A Participant, in connection with his or her commencement ofparticipation in the Plan, shall elect on an Election Form whether thePre-Retirement Survivor Benefit shall be received by his or her Beneficiary ina lump sum or pursuant to an Annual Installment Method of 5, 10 or 15years.  The Participant may annuallychange this election to an allowable alternative payout period by submitting anew Election Form to the Committee, which form must be accepted by theCommittee in its sole discretion.  TheElection Form most recently accepted by the Committee prior to theParticipant’s death shall govern the payout of the Participant’s Pre-RetirementSurvivor Benefit.  If a Participant doesnot make any election with respect to the payment of the Pre-RetirementSurvivor Benefit, then such benefit shall be paid in a lump sum.  Despite the foregoing, if the Participant’svested Account

 

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Balance at the time ofhis or her death is less than $25,000, payment of the Pre-Retirement SurvivorBenefit shall be made in a lump sum. The lump sum payment shall be made, or installment payments shallcommence, no later than sixty (60) days after the last day of the Plan Year inwhich the Committee is provided with proof that is satisfactory to theCommittee of the Participant’s death.

**ARTICLE 7****Termination Benefit**

7.1                                 **Termination Benefit**. The Participant shall receive a Termina­tion Benefit, which shall beequal to the Participant’s vested Account Balance if the Participantexperiences a Termination of Employment prior to his or her Retirement, deathor Disability.

7.2                                 **Payment of TerminationBenefit**. If the Participant’s vested Account Balance at the time of his or herTermination of Employment is less than $25,000, payment of his or herTermination Benefit shall be paid in a lump sum.  If his or her vested Account Balance at such time is equal to orgreater than that amount, the Committee shall cause the Termination Benefit tobe paid pursuant to an Annual Installment Method of 5 years.  The lump sum payment shall be made orinstallment payments shall commence no later than sixty (60) days after thelast day of the Plan Year in which the Participant experiences the Terminationof Employment.

**ARTICLE 8****Disability Waiver and Benefit**

8.1                                 **Disability Waiver**.** **

(a)                                  **Waiver of Deferral**.  AParticipant who is deter­mined by the Committee to be suffering from aDisability shall be excused from fulfilling that portion of the Annual DeferralAmount commitment that would otherwise have been withheld from a Participant’sBase Annual Salary and/or Annual Bonus for the Plan Year during which theParticipant first suffers a Disability. During the period of Disability, the Participant shall not be allowed tomake any additional deferral elections, but will continue to be considered aParticipant for all other purposes of this Plan.

(b)                                 **Return to Work**.  If aParticipant returns to employment with an Employer after a Disability ceases,the Participant may elect to defer an Annual Deferral Amount for the Plan Yearfollowing his or her return to employment or service and for every Plan Yearthereafter while a Participant in the Plan; provided such deferral electionsare otherwise allowed and an Election Form is delivered to and accepted by theCommittee for each such election in accordance with Section 3.3 above.

8.2                                 **Continued Eligibility;Disability Benefit**. A Participant suffering a Disability in excess of ninety (90) days shallbe deemed to have experienced a Termination of Employment, or in the case of aParticipant who is eligible to Retire, to have Retired, in which case theParticipant shall receive a Disability Benefit equal to his or her vested AccountBalance at the time of the Committee’s determination payable in accordance withSection 7.2; provided, however, that

 

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should theParticipant otherwise have been eligible to Retire, he or she shall be paid inaccordance with Article 5.  Any paymentmade shall be subject to the Deduction Limitation.

**ARTICLE 9****Beneficiary Designation**

9.1                                 **Beneficiary**. Each Participant shall have the right, at any time, to designate his orher Beneficiary(ies) (both primary as well as contingent) to receive anybenefits payable under the Plan to a beneficiary upon the death of aParticipant.  The Beneficiary designatedunder this Plan may be the same as or different from the Beneficiarydesignation under any other plan of an Employer in which the Participantparticipates.

9.2                                 **Beneficiary Designation;Change; Spousal Consent**. A Participant shall designate his or her Beneficiary by completing andsigning the Beneficiary Designation Form, and returning it to the Committee orits designated agent.  A Participantshall have the right to change a Beneficiary by completing, signing andotherwise complying with the terms of the Beneficiary Designation Form and theCommittee’s rules and procedures, as in effect from time to time.  If the Participant names someone other thanhis or her spouse as a Beneficiary, a spousal consent, in the form designatedby the Committee, must be signed by that Participant’s spouse and returned tothe Committee.  Upon the acceptance bythe Committee of a new Beneficiary Designation Form, all Beneficiarydesignations previously filed shall be canceled.  The Committee shall be entitled to rely on the last BeneficiaryDesignation Form filed by the Participant and accepted by the Committee priorto his or her death.

9.3                                 **Acknowledgment**. No designation or change in designation of a Beneficiary shall beeffective until received and acknowledged in writing by the Committee or itsdesignated agent.

9.4                                 **No BeneficiaryDesignation**. If a Participant fails to designate a Beneficiary as provided inSections 9.1, 9.2 and 9.3 above or, if all designated Beneficia­riespredecease the Participant or die prior to complete distribution of theParticipant’s benefits, then the Participant’s designated Beneficiary shall bedeemed to be his or her surviving spouse. If the Participant has no surviving spouse, the benefits remaining underthe Plan to be paid to a Beneficiary shall be payable to the executor orpersonal representative of the Participant’s estate.

9.5                                 **Doubt as to Beneficiary**. If the Committee has any doubt as to the proper Beneficiary to receivepayments pursuant to this Plan, the Committee shall have the right, exercisablein its discretion, to cause the Participant’s Employer to withhold suchpayments until this matter is resolved to the Committee’s satisfaction.

9.6                                 **Discharge of Obligations**. The payment of benefits under the Plan to a Beneficiary shall fully andcompletely discharge all Employers and the Committee from all furtherobligations under this Plan with respect to the Participant, and thatParticipant’s Plan Agreement shall terminate upon such full payment ofbenefits.

 

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**ARTICLE 10****Leave of Absence**

10.1                           **Paid Leave of Absence**. If a Participant is authorized by the Participant’s Employer for anyreason to take a paid leave of absence from the employ­ment of the Employer,the Partici­pant shall continue to be considered employed by the Employer andthe Annual Deferral Amount shall continue to be withheld during such paid leaveof absence in accordance with Section 3.3.

10.2                           **Unpaid Leave of Absence**. If a Participant is authorized by the Participant’s Employer for anyreason to take an unpaid leave of absence from the employ­ment of the Employer,the Parti­cipant shall continue to be considered employed by the Employer andthe Participant shall be excused from making deferrals until the earlier of thedate the leave of absence expires or the Participant returns to a paidemployment status.  Upon such expirationor return, deferrals shall resume for the remaining portion of the Plan Year inwhich the expiration or return occurs, based on the deferral election, if any,made for that Plan Year.  If no electionwas made for that Plan Year, no deferral shall be withheld.

**ARTICLE 11****Termination, Amendment or Modification**

11.1                           **Termination**. Although each Employer anticipates that it will continue the Plan for anindefinite period of time, there is no guarantee that any Employer willcontinue the Plan or will not terminate the Plan at any time in thefuture.  Accordingly, each Employerreserves the right to discontinue its sponsorship of the Plan and/or toterminate the Plan at any time with respect to any or all of its participatingEmployees, by action of its board of directors.  Upon the termination of the Plan with respect to any Employer,the Plan Agreements of the affected Participants who are employed by thatEmployer shall terminate and their vested Account Balances, determined (i) asif they had experienced a Termination of Employment on the date of Plantermination; or (ii) if Plan termination occurs after the date upon which aParticipant was eligible to Retire, then with respect to that Participant as ifhe or she had Retired on the date of Plan termination.  The termination of the Plan shall notadversely affect the vested Account Balance of any Participant or Beneficiarywho has become entitled to the payment of any benefits under the Plan as of thedate of termination.

11.2                           **Amendment**. Any Employer may, at any time, amend or modify the Plan in whole or inpart with respect to that Employer by the action of its Chief Executive Officerand/or Chief Operating Officer; provided, however, that: (i) no amendment ormodification shall be effective to decrease or restrict the value of aParticipant’s vested Account Balance in existence at the time the amendment ormodification is made, calculated as if the Participant had experienced aTermination of Employment as of the effective date of the amendment ormodification or, if the amendment or modification occurs after the date uponwhich the Participant was eligible to Retire, the Participant had Retired as ofthe effective date of the amendment or modification, and (ii) no amendment ormodification of this Section 11.2 or Section 12.2 of the Plan shall beeffective.

 

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11.3                           **Plan Agreement**. Despite the provisions of Sections 11.1 and 11.2 above, if aParticipant’s Plan Agreement contains benefits or limitations that are not inthis Plan document, the Employer may only amend or terminate such provisionswith the consent of the Participant.

11.4                           **Effect of Payment**. The full payment of the applicable benefit under Articles 4, 5, 6,7 or 8 of the Plan shall completely discharge all obligations to a Participantand his or her designated Beneficiaries under this Plan and the Participant’sPlan Agreement shall terminate.

**ARTICLE 12****Administration**

12.1                           **Committee Duties**. Except as otherwise provided in this Article 12, this Plan shall beadministered by a Committee which shall consist of the Board, or such committeeas the Board shall appoint.  Members ofthe Committee may be Participants under this Plan.  The Committee shall also have the discretion and authority to(i) make, amend, interpret, and enforce all appropriate rules andregulations for the administra­tion of this Plan and (ii) decide orresolve any and all ques­tions including interpretations of this Plan, as mayarise in connection with the Plan.  Anyindividual serving on the Committee who is a Participant shall not vote or acton any matter relating solely to himself or herself.  When making a determination or calculation, the Committee shallbe entitled to rely on information furnished by a Participant or the Company.

12.2                           **Administration UponChange In Control**. For purposes of this Plan, the Company shall be the “Administrator” atall times prior to the occurrence of a Change in Control.  Upon and after the occurrence of a Change inControl, the “Administrator” shall be an independent third party selected bythe Trustee and approved by the individual who, immediately prior to suchevent, was the Company’s Chief Executive Officer or, if not so identified, theCompany’s highest ranking officer (the “Ex-CEO”).  The Administrator shall have the discretionary power to determineall questions arising in connection with the administration of the Plan and theinterpretation of the Plan and Trust including, but not limited to benefitentitlement determinations; provided, however, upon and after the occurrence ofa Change in Control, the Administrator shall have no power to direct theinvestment of Plan or Trust assets or select any investment manager orcustodial firm for the Plan or Trust. Upon and after the occurrence of a Change in Control, the Company must:(1) pay all reasonable administrative expenses and fees of the Administrator;(2) indemnify the Administrator against any costs, expenses and liabilitiesincluding, without limitation, attorney’s fees and expenses arising inconnection with the performance of the Administrator hereunder, except withrespect to matters resulting from the gross negligence or willful misconduct ofthe Administrator or its employees or agents; and (3) supply full and timelyinformation to the Administrator or all matters relating to the Plan, theTrust, the Participants and their Beneficiaries, the Account Balances of theParticipants, the date of circumstances of the Retirement, Disability, death orTermination of Employment of the Participants, and such other pertinentinformation as the Administrator may reasonably require.  Upon and after a Change in Control, theAdministrator may be terminated (and a replacement appointed) by the Trusteeonly with the approval of the Ex-CEO. Upon and after a Change in Control, the Administrator may not beterminated by the Company.

 

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12.3                           **Agents**. In the administration of this Plan, theCommittee may, from time to time, employ agents and delegate to them suchadministrative duties as it sees fit (including acting through a duly appointedrepresentative) and may from time to time consult with counsel who may becounsel to any Employer.

12.4                           **Binding Effect ofDecisions**. The decisionor action of the Administrator with respect to any question arising out of orin connection with the administration, interpretation and application of thePlan and the rules and regulations promulgated hereunder shall be final andconclusive and binding upon all persons having any interest in the Plan.

12.5                           **Indemnity of Committee**. All Employers shall indemnify and hold harmless the members of theCommittee, any Employee to whom the duties of the Committee may be delegated,and the Administrator against any and all claims, losses, damages, expenses orliabilities arising from any action or failure to act with respect to thisPlan, except in the case of willful misconduct by the Committee, any of itsmembers, any such Employee or the Administrator.

12.6                           **Employer Information**. To enable the Committee and/or Administrator to perform its functions,the Company and each Employer shall supply full and timely information to theCommittee and/or Administrator, as the case may be, on all matters relating tothe compensation of its Participants, the date and circum­stances of theRetirement, Disability, death or circumstances of the Retirement, Disability,death or Termination of Employment of its Participants, and such otherpertinent information as the Committee or Administrator may reasonably require.

**ARTICLE 13****Other Benefits and Agreements**

13.1                           **Coordination with OtherBenefits**. The benefitsprovided for a Participant and Participant’s Beneficiary under the Plan are inaddition to any other benefits available to such Participant under any otherplan or program for employees of the Participant’s Employer.  The Plan shall supplement and shall notsupersede, modify or amend any other such plan or program except as mayotherwise be expressly provided.

**ARTICLE 14****Claims Procedures**

14.1                           **Presentation of Claim**. Any Participant or Beneficiary of a deceased Participant (suchParticipant or Beneficiary being referred to below as a “Claimant”) may deliverto the Committee a written claim for a determination with respect to theamounts distributable to such Claimant from the Plan.  If such a claim relates to the contents of a notice received bythe Claimant, the claim must be made within sixty (60) days after suchnotice was received by the Claimant. All other claims must be made within 180 days of the date on whichthe event that caused the claim to arise occurred.  The claim must state with particularity the determination desiredby the Claimant.

 

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14.2                           **Notification of Decision**. The Committee shall consider a Claimant’s claim within a reasonabletime, and shall notify the Claimant in writing:

(a)                                  that the Claimant’s requesteddetermination has been made, and that the claim has been allowed in full; or

(b)                                 that the Committee has reached aconclusion contrary, in whole or in part, to the Claimant’s requesteddetermination, and such notice must set forth in a manner calculated to beunderstood by the Claimant:

(i)                                     the specific reason(s) for the denial ofthe claim, or any part of it;

(ii)                                  specific reference(s) to pertinentprovisions of the Plan upon which such denial was based;

(iii)                               a description of any additional materialor information necessary for the Claimant to perfect the claim, and anexplanation of why such material or information is necessary; and

(iv)                              an explanation of the claim reviewprocedure set forth in Section 14.3 below.

14.3                           **Review of a Denied Claim**. Within sixty (60) days after receiving a notice from the Committeethat a claim has been denied, in whole or in part, a Claimant (or theClaimant’s duly authorized representative) may file with the Committee awritten request for a review of the denial of the claim.  Thereafter, but not later than thirty(30) days after the review procedure began, the Claimant (or theClaimant’s duly authorized representative):

(a)                                  may review pertinent documents;

(b)                                 may submit written comments or otherdocuments; and/or

(c)                                  may request a hearing, which theCommittee, in its sole discretion, may grant.

14.4                           **Decision on Review**. The Committee shall render its decision on review promptly, and notlater than sixty (60) days after the filing of a written request forreview of the denial, unless a hearing is held or other special circumstancesrequire additional time, in which case the Committee’s decision must berendered within 120 days after such date. Such decision must be written in a manner calculated to be understood bythe Claimant, and it must contain:

(a)                                  specific reasons for the decision;

(b)                                 specific reference(s) to the pertinentPlan provisions upon which the decision was based; and

(c)                                  such other matters as the Committee deemsrelevant.

14.5                           **Legal Action**. A Claimant’s compliance with the foregoing provisions of thisArticle 14 is a mandatory prerequisite to a Claimant’s right to commenceany legal action with respect to any claim for benefits under this Plan.

 

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**ARTICLE 15****Trust**

15.1                           **Establishment of theTrust**. The Company shall establish the Trust, and each Employer shall at leastannually transfer over to the Trust such assets as the Employer determines, inits sole discretion, are necessary to provide, on a present value basis, forits respective future liabilities created with respect to the Annual DeferralAmounts, Annual Company Discretionary Contribution Amounts, Annual CompanyMatching Amounts and Annual Company Profit Sharing Amounts for such Employer’sParticipants for all periods prior to the transfer, as well as any debits andcredits to the Participants’ Account Balances for all periods prior to thetransfer, taking into consideration the value of the assets in the trust at thetime of the transfer.

15.2                           **Interrelationship of thePlan and the Trust**. The provisions of the Plan and the Plan Agreement shall govern therights of a Participant to receive distributions pursuant to the Plan.  The provisions of the Trust shall govern therights of the Employers, Participants and the creditors of the Employers to theassets transferred to the Trust.  EachEmployer shall at all times remain liable to carry out its obligations underthe Plan.

15.3                           **Distributions From theTrust**. EachEmployer’s obligations under the Plan may be satisfied with Trust assetsdistributed pursuant to the terms of the Trust, and any such distribution shallreduce the Employer’s obligations under this Plan.

**ARTICLE 16****Miscellaneous**

16.1                           **Status of Plan**. The Plan is intended to be a plan that is not qualified within themeaning of Code Section 401(a) and that “is unfunded and is maintained by anemployer primarily for the purpose of providing deferred compensation for aselect group of management or highly compensated employees” within the meaningof ERISA Sections 201(2), 301(a)(3) and 401(a)(1).  The Plan shall be administered and interpreted to the extentpossible in a manner consistent with that intent.

16.2                           **Unsecured GeneralCreditor**. Participants and their Bene­ficiaries, heirs, successors and assignsshall have no legal or equitable rights, interests or claims in any property orassets of an Employer.  For purposes ofthe payment of benefits under this Plan, any and all of an Employer’s assetsshall be, and remain, the general, unpledged unrestricted assets of theEmployer.  An Employer’s obligationunder the Plan shall be merely that of an unfunded and unsecured promise to paymoney in the future.

16.3                           **Employer’s Liability**. An Employer’s liability for the payment of benefits shall be definedonly by the Plan and the Plan Agreement, as entered into between the Employerand a Participant.  An Employer shallhave no obliga­tion to a Participant under the Plan except as expresslyprovided in the Plan and his or her Plan Agreement.

16.4                           **Nonassignability**. Neither a Participant nor any other person shall have any right tocommute, sell, assign, transfer, pledge, anticipate, mortgage or otherwiseencumber, transfer, hypothecate, alienate or convey in advance of actualreceipt, the amounts, if any, payable hereunder, or any

 

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part thereof, which are,and all rights to which are expressly declared to be, unassignable andnon-transfer­able.  No part of theamounts payable shall, prior to actual payment, be subject to seizure,attachment, garnishment or sequestration for the payment of any debts,judgments, alimony or separate maintenance owed by a Participant or any otherperson, be transferable by operation of law in the event of a Participant’s orany other person’s bankruptcy or insolvency or be transferable to a spouse as aresult of a property settlement or otherwise.

16.5                           **Not a Contract ofEmployment**. The terms and conditions of this Plan shall not be deemed to constitutea contract of employment between any Employer and the Participant.  Such employment is hereby acknowledged to bean “at will” employment relationship that can be terminated at any time for anyreason, or no reason, with or without cause, and with or without notice, unlessexpressly provided in a written employment agreement.  Nothing in this Plan shall be deemed to give a Participant theright to be retained in the service of any Employer as an Employee, or to inter­ferewith the right of any Employer to discipline or discharge the Participant atany time.

16.6                           **Furnishing Information**. A Participant or his or her Beneficiary will cooperate with theCommittee by furnishing any and all information requested by the Committee andtake such other actions as may be requested in order to facilitate theadministra­tion of the Plan and the payments of benefits hereunder, includingbut not limited to taking such physical examinations as the Committee may deemnecessary.

16.7                           **Terms**. Whenever any words are used herein in the masculine, they shall beconstrued as though they were in the feminine in all cases where they would soapply; and whenever any words are used herein in the singular or in the plural,they shall be construed as though they were used in the plural or the singular,as the case may be, in all cases where they would so apply.

16.8                           **Captions**. The captions of the articles, sections and paragraphs of this Plan arefor convenience only and shall not control or affect the meaning orconstruction of any of its provisions.

16.9                           **Governing Law**. Subject to ERISA, the provisions of this Plan shall be construed andinterpreted according to the internal laws of the State of California withoutregard to its conflicts of laws principles.

16.10                     **Notice**. Any notice or filing required or permitted to be given to the Committeeunder this Plan shall be sufficient if in writing and hand-delivered, or sentby registered or certified mail, to the address below: 

| Dianne D. Scott                   |
|-----------------------------------|
| Vice President of Human Resources |
| The Titan Corporation             |
| 3033 Science Park Road            |
| San Diego, CA   92121        |

Such notice shallbe deemed given as of the date of delivery or, if delivery is made by mail, asof the date shown on the postmark on the receipt for registration orcertification.

 

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Any notice orfiling required or permitted to be given to a Participant under this Plan shallbe sufficient if in writing and hand-delivered, or sent by mail, to the lastknown address of the Participant.

16.11                     **Successors**. The provisions of this Plan shall bind and inure to the benefit of theParticipant’s Employer and its successors and assigns and the Participant andthe Participant’s designated Beneficiaries.

16.12                     **Spouse’s Interest**. The interest in the benefits hereunder of a spouse of a Participant whohas predeceased the Participant shall automatically pass to the Participant andshall not be transferable by such spouse in any manner, including but notlimited to such spouse’s will, nor shall such interest pass under the laws ofintestate succession.

16.13                     **Validity**. In case any provision of this Plan shall be illegal or invalid for anyreason, said illegality or invalidity shall not affect the remaining partshereof, but this Plan shall be construed and enforced as if such illegal orinvalid provision had never been inserted herein.

16.14                     **Incompetent**. If the Committee determines in its discretion that a benefit under thisPlan is to be paid to a minor, a person declared incompetent or to a personincapable of handling the disposition of that person’s property, the Committeemay direct payment of such benefit to the guardian, legal representative orperson having the care and custody of such minor, incompetent or incapableperson.  The Committee may require proofof minority, incompetence, incapacity or guardianship, as it may deem appropriateprior to distribution of the benefit. Any payment of a benefit shall be a payment for the account of theParticipant and the Participant’s Beneficiary, as the case may be, and shall bea complete discharge of any liability under the Plan for such payment amount.

16.15                     **Court Order**. The Committee is authorized to make any payments directed by court orderin any action in which the Plan or the Committee has been named as aparty.  In addition, if a court determinesthat a spouse or former spouse of a Participant has an interest in theParticipant’s benefits under the Plan in connection with a property settlementor otherwise, the Committee, in its sole discretion, shall have the right,notwithstanding any election made by a Participant, to immediately distribute thespouse’s or former spouse’s interest in the Participant’s benefits under thePlan to that spouse or former spouse.

16.16                     **Distribution in theEvent of Taxation**.

(a)                                  **In General**.  If, for anyreason, all or any portion of a Participant’s benefits under this Plan becomestaxable to the Participant prior to receipt, a Participant may petition theCommittee before a Change in Control, or the trustee of the Trust after aChange in Control, for a distribution of that portion of his or her benefitthat has become taxable.  Upon the grantof such a petition, which grant shall not be unreasonably withheld (and, aftera Change in Control, shall be granted), a Participant’s Employer shalldistribute to the Participant immediately available funds in an amount equal tothe taxable portion of his or her benefit (which amount shall not exceed aParticipant’s unpaid vested Account Balance under the Plan).  If the petition is granted, the taxliability distribution shall be made within 90 days of the date when theParticipant’s petition is granted.  Sucha distribution shall affect and reduce the benefits to be paid under this Plan.

 

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(b)                                 **Trust**.  If the Trustterminates in accordance with its terms and benefits are distributed from theTrust to a Participant in accordance therewith, the Participant’s benefitsunder this Plan shall be reduced to the extent of such distributions.

16.17                     **Insurance**.  The Employers, on their own behalf or on behalf of the trustee ofthe Trust, and, in their sole discretion, may apply for and procure insuranceon the life of the Participant, in such amounts and in such forms as the Trustmay choose.  The Employers or thetrustee of the Trust, as the case may be, shall be the sole owner andbeneficiary of any such insurance.  TheParticipant shall have no interest whatsoever in any such policy or policies,and at the request of the Employers shall submit to medical examinations andsupply such information and execute such documents as may be required by theinsurance company or companies to whom the Employers have applied forinsurance.

16.18                     **Legal Fees To EnforceRights After Change in Control**. The Company and each Employer is aware that upon the occurrence of aChange in Control, the Board or the board of directors of a Participant’sEmployer (which might then be composed of new members) or a shareholder of theCompany or the Participant’s Employer, or of any successor corporation mightthen cause or attempt to cause the Company, the Participant’s Employer or suchsuccessor to refuse to comply with its obligations under the Plan and mightcause or attempt to cause the Company or the Participant’s Employer toinstitute, or may institute, litigation seeking to deny Participants thebenefits intended under the Plan.  Inthese circumstances, the purpose of the Plan could be frustrated.  Accordingly, if, following a Change inControl, it should appear to any Participant that the Company, theParticipant’s Employer or any successor corporation has failed to comply withany of its obligations under the Plan or any agreement thereunder or, if theCompany, such Employer or any other person takes any action to declare the Planvoid or unenforceable or institutes any litigation or other legal actiondesigned to deny, diminish or to recover from any Participant the benefitsintended to be provided, then the Company and the Participant’s Employerirrevocably authorize such Participant to retain counsel of his or her choiceat the expense of the Company and the Participant’s Employer (who shall bejointly and severally liable) to represent such Participant in connection withthe initiation or defense of any litigation or other legal action, whether byor against the Company, the Participant’s Employer or any director, officer,shareholder or other person affiliated with the Company, the Participant’sEmployer or any successor thereto in any jurisdiction.

 

IN WITNESS WHEREOF, theCompany has signed this Plan document as of                           , 2001.

“Company”

The TitanCorporation, a Delaware corporation

 

By:                                                         

Title:                                                       

 

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**APPENDIXA**

**MeasurementFunds**

 

 
| Fixed Rate        |   | Restricted Fixed Rate Fund (Treasury Rate plus 3%) |
|-------------------|--------|----------------------------------------------------|
| Money Market      |   | Travelers Money Market Portfolio                   |
| Intermediate Bond |   | Travelers High Yield Bond Trust                    |
| High Yield Bond   |   | PIMCO Total Return                                 |
| Balanced          |   | MFS Total Return                                   |
| Large Value       |   | Salomon Brothers Variable Investor                 |
| Large Blend       |   | Greenwich Equity Index Portfolio                   |
| Large Growth      |   | Smith Barney Large Cap Growth                      |
| Mid-Cap           |   | MFS Mid-Cap Growth                                 |
| Mid-Cap Blend     |   | Disciplined Mid-Cap Stock                          |
| Small-Cap Value   |   | Putnam VT Small Cap Value                          |
| International     |   | Janus Aspen Worldwide Growth                       |
| Foreign           |   | Putnam VT International Growth                     |
| Specialty         |   | Delaware REIT Series                               |
| Specialty         |   | Smith Barney Social Awareness                      |

 

 

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